FINAL EXAM TTh 5:30 7:00 GENERAL INSTRUCTION: Write all your answers in the exam booklet I.

. Write verbatim section 2 of the corporation code in your exam booklet. (20 points)

II. Multiple choice. Write the letter of your choice in your exam booklet. 1) B.P. 68 is also known as: a. Corpo Code Corporation Code b. The Corporation Code of the Philippines d. None of the above c. Philippine

2) The Corporation Code took effect on: a. May 1, 1980 b. May 3, 1983 c. May 12, 1952 c. May 16, 9179

3) A doctrine of corporate law that a private corporation is a national, citizen, resident, or inhabitant of the country or state, by or under the laws of which it is created or organized. a. Incorporation Rule Corporation b. Control Test c. Grandfather Rule d. Foreign

4) Under ______________, the citizenship or nationality of a corporation is determined by the citizenship of its controlling stockholders. a. Incorporation Rule Corporation b. Control Test c. Domestic Corporation d. Foreign

5) Section 3 of B.P. 68 refers to two kinds of corporation. a. Foreign and Domestic Corporation b. Private and Public Corporation Non-Profit corporation d. Stock & Non-Stock Corporation c. Profit and

6) ________ are private corporation which have a capital stock divided into shares and are authorized to distribute to the holders of such shares dividends or allotments of the surplus profits on the basis of the shares held are stock corporations. a. Non-Stock Corporation Government Corporation b. Stock Corporation c. Business Corporation d. Non

7) _________ are those that do not issue stocks. a. Non-Stock Corporation Government Corporation b. Stock Corporation c. Business Corporation d. Non

8) Corporations engage in the delivery of basic services such as water and electricity are classified as: a. Non-Stock Corporation Public Corporation b. Stock Corporation c. Business Corporation d. Quasi

9) ____________ corporation is one incorporated under Philippine Laws a. Domestic Corporation Public Corporation b. Stock Corporation c. Business Corporation d. Quasi

10) _________corporation is one formed, organized or existing under any laws other than those of the Philippines. a. Domestic Corporation b. Stock Corporation c. Foreign Corporation d. Alien Corporation 11) _______________ are those who composed a corporation, whether as stockholders or members. a. Incorporators b. Corporators c. Members d. Stockholders

12) ______________ are those stockholders or members mentioned in the articles of incorporation as originally forming and composing the corporation and who are signatures thereof. a. Incorporators b. Corporators c. Members d. Stockholders

13) Stockholder/Shareholders is to stock corporations as __________ is to Non-Stock Corporations a. Incorporators b. Corporators c. Members d. Stockholders

14) BOT is to Non-Stock Corporations as __________ is to stock corporations a. Incorporators b. Corporators c. Board of Directors d. Stockholders

15) __________ is the act of procuring the initial finances and the making of all preparations necessary to launch a corporation a. Subscription b. Promotion c. Capitalization d. Public Offer

16) A _______ is one of the units into which the capital stock has been divided. a. Stock or Share of Stock b. Stock Certificate c. Stock Corporation d. Share/Stockholder

17) A ________ certifies that one is a holder or owner of a certain number of shares of stock in the corporation. a. Stock or Share of Stock b. Stock Certificate c. Stock Corporation d. Share/Stockholder

18) Shares without par value may not be issued for a consideration less than the value of _______ per share. a. (Php5.00) five pesos per share c. (Php7.00) seven pesos per share b. (Php6.00) six pesos per share d. (Php4.00) four pesos per share

19) ___________ is a share of stock that is given a fixed or definite value in the articles of incorporation. a. No Par Value Share Subscribed Share b. Par Value Share c. Non voting Share d.

20) The principal purpose of a par value share is to fix a minimum subscription or original issue price of the shares. a. True b. False c. Maybe d. Whatever

21) An unpaid share can vote in an election to choose the Board of Directors. a. True b. False c. Maybe d. Whatever

22) A delinquent share can vote in an election to choose the Board of Directors. a. True b. False c. Maybe d. Whatever

23) Holders of preferred stock are entitled to receive dividends on their shares, to the extent agreed upon, before any dividends at all are paid to the holders of common stock. a. True b. False c. Maybe d. Whatever

24) _____________ the act of creating a corporation. a. Subscription b. Promotion c. Capitalization d. Incorporation

25) Minimum number of incorporators a. 5 b. 15 c. 3 d. 12

26) Maximum number of incorporators a. 5 b. 15 c. 3 d. 12

27) A juridical person may be an incorporator a. True b. False c. Maybe d. Whatever

28) The incorporators must own or be a subscriber to at least __________ share of the capital stock of the corporation. a. 5 b. 15 c. 3 d. 1

29) Corporate Term a. 50 years b. 50 years extendible for another 50 years another 25 years d. 25 years 30) A foreign corporation can own agricultural land. a. True b. Whatever c. Maybe d. False c. 25 years extendible for

31) A domestic corporation can own industrial land. a. True b. False c. Maybe d. Whatever

32) The statement: A director representing the minority may be removed without cause is: a. True b. Whatever c. Maybe d. False

33) The statement: The by-laws of the corporation may provide for such other officers or agents as may be necessary and convenient for the corporation. is: a. Maybe b. Whatever c. True d. False

34) The statement: Teleconferencing of BOD or BOT is allowed. is: a. True b. Whatever c. Maybe d. False

35) The statement: A BOD may be removed without cause is: a. False b. Whatever c. Maybe d. True

36) Which does not belong to the group? a. president b. auditor c. secretary d. treasurer

37) The statement: All of the Board of Directors must be residents of the Philippines is: a. What? b. True c. Who cares d. False

38) The statement: An executive committee is not similar to the board of directors. is: a. True b. Who Cares c. False d. I was at Q Bar Last Night

39) What is the term of office of a BOT or BOD? a. 5 years b.1 year c. 2 years d. 4 years

40) Which does not belong to the group? a. They must be good looking d. They must be diligent 41) The statement: The total yearly compensation of directors shall not exceed twenty per cent of the net income before income tax of the corporation is: b. They must be loyal c. They must be obedient.

a. True night

b. Who cares

c. False

d. I quarreled with my significant other last

42) ______ are persons who serve as member of the board of directors of two or more competing corporations or corporations engaged in practically the same kind of business. a. Corporate Opportunity b. Interlocking Directors c. Corporate Secrets d. Secrets Profits

43) The statement: A BOD may be removed without cause is: a. True b. Who cares c. False d. Ay mat nano ini!

44) The statement: A director representing the minority may be removed without cause is: a. True b. Who cares c. False d. No idea

45) In order that the prohibitions mentioned in Sec. 27 should apply it must be committed with in ______ prior to his election or appointment as BOD. a. 5 years b.1 year c. 2 years d. 4 years

46) ________ signifies the number of persons belonging to a corporation required to transact business. a. Majority b. Minority c. Derivative Suit d. Quorum

47) The statement: A president need not be a director. is: a. True b. Who cares c. Falsed. No idea

48) The statement: A treasurer need not be a director. is: a. True b. False c. Im graduating please give me a passing grade. d. No idea

49) The statement: A corporate secretary shall be a resident and citizen of the Philippines. is: a. No idea b. False c. True d. Duh?!

50) A resident agent must be of good moral character and of sound financial standing is: a. Who cares b. False c. True d. No idea

51) The statement: Board Of Directors are not elected is: a. My parents will be proud if I graduate on time. b. True b. Who cares c. False

52). The statement: A BOD may be elected by proxy. is: a. True b. Who cares c. Falsed. None of the Above

53) The statement: A BOD can vote by proxy is: a. False b. Who cares c. True d. None of the Above

54) The statement: A BOD is a representative of the shareholders and not the corporation. is: a. False b. Who cares c. True d. None of the Above

55) The statement: Corporate powers are exercised through the individual stockholders. is: a. False b. Who cares c. True d. None of the Above

56) Payments to capital stock subscriptions are not confined to cash alone. a. False b. Who cares c. True d. None of the Above

57) A person who votes for and thus represents the stockholders or members in an election. a. Cumulative Voting b. Voting Trust Agreement c. Straight Voting

d. Proxy 58) One where a new corporation is created and consolidating corporations are extinguished. a. Consolidation b. Merger c. Dissolution d. Appraisal Right

59) Right to subscribe to new shares of stock in proportion to his existing stock holding, before the new shares are issued to others. a. Consolidation b. Pre-emptive Right c. Dissolution d. Appraisal Right

60) Right to withdraw from the corporation and demand payments of the fair value of his shares after dissenting from certain corporate acts involving fundamental changes in corporate structure. a. Consolidation b. Pre-emptive Right c. Dissolution d. Appraisal Right

61) One organized for an eleemosynary purpose and where no part of its income is distributable to its members, trustees or officers. a. Stock or Share of Stock Corporation b. Stock Certificate c. Stock Corporation d. Non-Stock

62) An agreement by which stockholders surrender their voting power and place it irrevocably in the hands of others for a definite period of time a. Cumulative Voting d. Proxy 63) Means the resolution, or its notification or the time when the subscribed shares become payable. a. Call b. Voting Trust Agreement c. Straight Voting d. Proxy b. Voting Trust Agreement c. Straight Voting

64) Profits or that portion of the profits of the corporation which its board of directors, by proper resolution, sets apart for rotable distribution among the stockholders. a. Call b. Voting Trust Agreement c. Dividends d. Proxy

65) Power to sue is lodged with BOT or BOD a. False b. Who cares c. True d. None of the Above

66)The paid-up capital shall not be less than ______ a. five hundred pesos b. five thousand pesos c. six thousand pesos d. five pesos31) One week written notice is a must for a regular shareholders meeting. a. True b. Whatever c. Maybe d. False

67) One day written notice is a must for a regular Board of Directors meeting. a. True b. Whatever c. Maybe d. False

68) The meeting of shareholders may be conducted outside of the country. a. Maybe b. Whatever c. True d. False

69) A licensed foreign corporation may sue and be sued here in the Philippines. a. Maybe b. Whatever c. True d. False

70) The statement: The by-laws of the corporation may provide for such other officers or agents as may be necessary and convenient for the corporation. is: a. Maybe b. Whatever c. True d. False

71) The statement: A director is fiduciary position is: a. True b. Who cares c. False d. Maybe

72) The statement: Corporate powers are exercised through the individual stockholders. is: a. True b. Whatever c. Maybe d. False

73) _____ is a method voting a BOD wherein a stockholder may vote such number of shares for as many persons as there are directors chosen: a. Cumulative Voting d. Proxy 74) At the organization of a corporation, at least 25% of the total authorized capital stock must be subscribed; then 25% of the total subscribed stock must be paid up. a. Maybe b. Whatever c. True d. False b. Voting Trust Agreement c. Straight Voting

75) No corporate name may be allowed by the SEC if the proposed name is identical or deceptively or confusingly similar to that of any existing corporation or to any other name already protected by law or is patently deceptive, confusing or contrary to existing laws. a. True b. Whatever c. Maybe d. False

76) Corporate existence commences upon the filing of the application of the corporation with the SEC. a. True b. Who cares c. False d. Maybe

77) The two foremost kinds of dissolution are: a. Coercive and Voluntary dissolution b. Involuntary and Voluntary dissolution c. Liquidation and Dissolution d. Voluntary dissolution and Liquidation. 78) The period of liquidation of a corporation is limited to four years. a. True b. Whatever c. Maybe d. False

79) Appraisal right is similar to a derivative suit. a. True b. Who cares c. False d. Maybe

80) Section 2 of BP 68 defines the corporation. a. True b. Whatever c. Maybe d. False